Sec Form 4 Filing - Wyles David @ GREENHILL & CO INC - 2018-02-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wyles David 2. Issuer Name and Ticker or Trading Symbol GREENHILL & CO INC [ GHL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President (Last) (First) (Middle) GREENHILL & CO., INC., 300 PARK AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2018 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/08/2018 M 3,799 A $ 0 3,799 D Common Stock 02/08/2018 F 1,786 D $ 18.4 2,013 D Common Stock 02/08/2018 M 9,970 A $ 0 11,983 D Common Stock 02/08/2018 F 4,686 D $ 18.4 7,297 D Common Stock 02/08/2018 M 13,324 A $ 0 20,621 D Common Stock 02/08/2018 F 6,263 D $ 18.4 14,358 D Common Stock 02/08/2018 M 17,578 A $ 0 31,936 D Common Stock 02/08/2018 F 8,262 D $ 18.4 23,674 D Common Stock 02/08/2018 M 10,507 A $ 0 34,181 D Common Stock 02/08/2018 F 4,939 D $ 18.4 29,242 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 1 ) 02/08/2018 M 3,799 ( 1 ) ( 1 ) Common Stock 3,799 $ 0 0 D Restricted Stock Units ( 2 ) 02/08/2018 M 9,970 ( 2 ) ( 2 ) Common Stock 9,970 $ 0 9,971 D Restricted Stock Units ( 3 ) 02/08/2018 M 13,324 ( 3 ) ( 3 ) Common Stock 13,324 $ 0 26,648 D Restricted Stock Units ( 4 ) 02/08/2018 M 17,578 ( 4 ) ( 4 ) Common Stock 17,578 $ 0 52,736 D Restricted Stock Units ( 5 ) 02/08/2018 M 10,507 ( 5 ) ( 5 ) Common Stock 10,507 $ 0 42,032 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wyles David GREENHILL & CO., INC. 300 PARK AVENUE NEW YORK, NY10022 President Signatures /s/ Ricardo Lima, Attorney-in-Fact for David A. Wyles 02/12/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This restricted stock unit award was granted on January 30, 2013 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the fifth vesting of this restricted stock uni t award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. ( 2 )This restricted stock unit award was granted on February 4, 2014 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the fourth vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. ( 3 )This restricted stock unit award was granted on February 9, 2015 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the third vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. ( 4 )This restricted stock unit award was granted on January 27, 2016 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in equal increments on each of the first, second, third, fourth and fifth anniversaries of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the second vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations. ( 5 )This restricted stock unit award was granted on January 26, 2017 under the Greenhill & Co., Inc. Equity Incentive Plan. The units comprising the award vest in increments of 20% on the first anniversary of the date of grant, 20% on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant and 30% on the fourth anniversary of the date of grant (each, a vesting date) and are subject to payment within 75 days following each such vesting date. Each unit represents a right to receive one share of Common Stock or an amount equal to the market value of the Common Stock underlying the vested award on the applicable vesting date. Payment may be made in cash, shares of Common Stock or a combination thereof. On February 8, 2018, the first vesting of this restricted stock unit award was settled in shares. Shares were withheld to satisfy applicable tax withholding obligations.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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